In this document the following words shall have the following meanings:
1.1 “Seller” means Probos Promotions Ltd whose registered office is Suite 207, Queens House, Queen Street, Barnstaple, EX32 8HJ, United Kingdom.
1.2 “Buyer” means the organisation or person who buys Goods from the Seller;
1.3 “Goods” means the articles to be supplied to the Buyer by the Seller;
1.4 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.5 “List Price” means the list of prices of the Goods maintained by the Seller as amended from time to time;
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3 PRICE AND PAYMENT
3.1 The price shall be that on the Seller’s website, or such other price as the parties may agree in writing. The prices on our website are inclusive of Origination, Carriage and VAT or any other applicable costs. All prices are subject to VAT, rate prevailing at time of despatch.
3.2 Unless the Buyer has an approved credit facility all of the Goods must be paid for either by cheque, banker’s draft, BACS or CHAPS and the Buyer shall pay the price of the Goods (without any deduction) prior to Delivery of the Goods by the Seller upon submission by the Seller of a pro-forma invoice.
3.3 Where the Buyer has a credit facility with the seller, payment of invoices shall be made in full within 30 days of the date of the invoice. Time of payment shall be of the essence of all contracts between the Seller and the Buyer. The Seller reserves the right to suspend the Delivery of Goods to the Buyer where any amounts are overdue under any contract with the Buyer until all such amounts have been paid.
3.4 The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5% per annum above the base rate of the Bank of England.
3.5 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
3.5.1 require payment in advance of delivery in relation to any Goods not previously delivered;
3.5.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
3.5.3 terminate the contract.
The Seller reserves the right to alter any details or design of products illustrated without prior notice and while every effort is made to describe the goods accurately on sales literature, emails and the website, no warranty is given as to the accuracy and no responsibility will be accepted for error or mis-description and any resulting loss.
Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
6 ARTWORK AND PRINTING
6.1 The Seller will levy all artwork and printing charges to the Buyer unless previously stipulated by the Seller. Where applicable the prices shown include artwork, printing one colour one position. For additional print colours and positions of printing and for prices for quantities other than those listed, please use the quick quotation form to obtain an exact quotation or contact via telephone, fax or email.
6.2 Unless specified,the size and positioning of the printing will be at the discretion of the printer.
7 QUOTATIONS AND CONTRACTS
Orders are accepted subject to the Sellers right to adjust prices quoted to take account of any changes in the law or Government regulations requiring us to increase prices by way of direct taxation, import duties, customs and excise duties or otherwise. The prices are based on today’s current costs of production and in the event of any increase in wages or costs of materials to us occurring after the confirmation or accepted contract, the Seller shall be entitled to charge such increases to the Buyer. All quotations are valid at the time of quoting error and omissions excluded.
8 QUANTITY VARIATIONS
The Seller shall be deemed to have fulfilled the contract by delivery of a quantity within 5 – 10% plus or minus of the quantity of printed goods ordered and the Buyer will be charged at the contract rate for the quantity delivered.
All orders require either a screen, die or template. These are chargeable and vary with different items. The origination charge will be stated on each quotation.
10 COLOUR VARIATIONS
Due to the variety of materials and the imprinting processes utilised by the Seller and its suppliers, no guarantee can be given to match exactly pantone numbers or colour samples provided by the client. The Seller will endeavour to match as closely as possible to these colour references but cannot be held liable for any further costs that may arise.
11 COMPANY LOGOS
The products shown in this catalogue are personalised to show the effect that can be obtained, but do not necessarily imply that the products have been supplied or endorsed by the owners of the trademarks featured.
12 CANCELLATION CHARGES
A charge will be made on all cancelled orders, together with the charge for all work carried out up to the date of written cancellation.
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample. Samples of any of the items illustrated in the Sellers literature, website and emails are available upon request and will be charged for and will be credited providing they are returned in good condition with 14 days.
14.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. At the Buyer’s request the Seller agrees to arrange as the Buyer’s agent any necessary transportation at the Buyer’s expense, the provision of in-transit insurance shall remain the responsibility of the Buyer.
14.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract. The Seller will not be liable for any consequences of late delivery howsoever caused.
14.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.
14.4 The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Buyer must notify the Seller of the damage within seven days of receipt of the goods. All claims with regard to the quality or quantity of the goods shall be made in writing to the Seller, so as to reach the Seller within seven days of receipt of the goods.
The risk in the Goods shall pass from the Seller to the Buyer upon delivery of the goods.
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods. Until Title passes the customer shall hold the goods as bailee for the Seller and shall store or mark them so that they can be at all times be identified as the property of the Seller.
17.1 Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or in its sole discretion, replace defective Goods free of charge within one hundred and eighty (180) days from the date of delivery, subject to the following conditions:
9.1.1 the Buyer notifying the Seller in writing immediately upon the defect becoming apparent;
9.1.2 the defect being due to the faulty design, materials or workmanship of the Seller.
17.2 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.
17.3 Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer.
17.4 The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid.
17.5 The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 10 and 11 below.
18.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:
18.1.1 the correspondence of the Goods with any description;
18.1.2 the quality of the Goods; or
18.1.3 the fitness of the Goods for any purpose whatsoever.
18.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:
18.2.1 the correspondence of the Goods with any description;
18.2.2 the quality of the Goods; or
18.2.3 the fitness of the Goods for any purpose whatsoever.
18.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.
19 LIMITATION OF LIABILITY
19.1 Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.
19.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
20 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
21 FORCE MAJEURE
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
22 RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
23 ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
26 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.